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Prod  88  (Rev.  8/93) 
Paid  Up 


OIL  GAS  AND  MINERAL  LEASE 

THIS  LEASE  AGREEMENT  is  made  effective  the  11*        day  of  May,  2008,  between 

ANTHONY  R.  BARRON  AND  WIFE,  MARGARET  L.  WATKINS 

as  the  Lessor  (whether  one  or  more),  whose  address  is  4904  Cedar  Springs  Dr.,  Fort  Worth,  TX  7G179, 

and  RANGE  TEXAS  PRODUCTION,  L.L.C.,  as  Lessee,  whose  address  is  100  Throckmorton  Street,  Suite  1200,  Fort  Worth,  TX  76102. 

Alf  printed  portions  of  this  lease  were  prepared  by  Lessee,  but  all  other  provisions  (including  the  completion  of  blank  spaces)  were  prepared  jointly  by  Lessor  and  Lessee. 

1-  Description.  Lessor,  in  consideration  of  Ten  and  No/100  Dollars  {$10.00  &  OGVC),  in  hand  paid,  of  the  royalties  herein  provided  and  the  covenants  herein  contained, 
hereby  grants,  leases  and  lets  exclusively  to  Lessee,  for  the  purpose  of  exploring  for,  developing,  producing  and  marketing  oil  and  gas,  along  with  all  hydrocarbon  and 
nonhydrocarbon  substances  produced  in  association  therewith  including  helium,  carbon  dioxide  and  other  commercial  gases  as  well  as  hydrocarbon  gases  (referred  to  herein  as 
"covered  minerals"),  the  following  described  land  (the  leased  premises")  in  TARRANT  County,  Texas,  to-wit: 

Lot  22 R,  Block  20,  Twin  Mills,  Phase  I,  an  Addition  to  the  City  of  Fort  Worth,  Tarrant  County,  Texas,  a  part  of  the  Benjamin 
Thomas  Survey,  A-1497,  according  to  the  plat  recorded  in  Cabinet  A,  Slide  1289,  Plat  Records  of  Tarrant  County,  Texas. 

No  Surface  Operations.    It  is  understood  and  agreed  that  there  shall  be  no  operations  of  any  kind  conducted  on  the 
surface  of  the  leased  premises,  without  the  express  written  consent  of  Lessor. 

This  lease  also  covers  all  interest  in  the  leased  premises  now  or  hereafter  owned  or  claimed  by  Lessor  and  any  accretions  and  small  strips  or  parcels  of  land  owned  or 
claimed  by  Lessor  which  are  contiguous  or  adjacent  to  the  leased  premises  whether  or  not  such  parcels  are  known  to  exist  by  Lessor  or  Lessee,  and  for  the  aforementioned 
consideration,  Lessor  agrees  to  execute  at  Lessee's  request  any  additional  or  supplemental  instruments  for  a  more  complete  or  accurate  description  of  the  land  so  covered.  For 
the  purpose  of  determining  the  amount  of  any  rentals,  royalties,  and  shut-in  royalties  hereunder,  said  land  shall  be  deemed  to  be  comprised  of  0.20  acre,  whether  it  actually 
comprises  more  or  less. 

2.  Term  of  Lease.  This  leaseshall  be  in  force  for  a  primary  term  of  two  (2)  years  from  the  effective  date  hereof,  and  for  as  long  thereafter  as  a  covered  mineral  is  produced 
in  paying  quantities  from  the  leased  premises  or  this  lease  is  otherwise  maintained  in  effect  pursuant  to  the  provisions  hereof. 

3.  Royalty.  Royalties  on  covered  minerals  produced  and  saved  hereunder  shall  be  paid  by  Lessee  to  Lessor  as  follows:  (a)  For  oil  and  other  liquid  hydrocarbons  separated 
at  Lessee's  field  separator  facilities,  the  royalty  shall  be  twenty-three  and  one-half  percent  (25.50%)  of  such  production,  to  be  delivered  at  Lessee's  option  to  Lessor  at  the 
wellhead  or  to  Lessor's  credit  at  the  oil  purchaser's  transportation  facilities,  provided  that  Lessee  shall  have  the  continuing  right  to  purchase  such  production  at  the  wellhead 
posted  price  then  prevailing  in  the  same  field  (or  if  there  is  no  such  price  then  prevailing  in  the  same  field,  then  in  trie  nearest  field  in  which  there  is  such  a  prevailing  price)  for 
production  of  similar  grade  and  gravity  less  a  proportionate  part  of  ad  valorem  taxes  and  production,  severance,  or  other  excise  taxes,  (b)  for  gas  (including  casinghead  gas)  and  all 
other  covered  minerals,  the  royalty  shall  be  twenty-three  and  one-half  percent  ( 23.50%)  of  the  net  proceeds  realized  by  Lessee  from  the  sale  thereof,  less  a  proportionate  part  of 
ad  valorem  taxes  and  production,  severance,  or  other  excise  taxes,  provided  that  Lessee  shall  have  the  continuing  right  to  purchase  such  production  at  the  prevailing  wellhead 
market  price  paid  for  production  of  similar  quality  in  the  same  field  (or  if  there  is  no  such  price  then  prevailing  in  the  same  field,  then  in  the  nearest  field  in  which  there  is  such  a 
prevailing  price)  less  a  proportionate  part  of  ad  valorem  taxes  and  production,  severance,  or  other  excise  taxes  and  (c)  if  at  the  expiration  of  the  primary  term  or  at  any  time  or 
times  after  the  primary  term  herein,  there  is  a  well  or  wells  capable  of  producing  oil  or  gas  in  paying  quantities  on  leased  premises  or  land  or  leases  pooled  therewith  but  oil  or  gas 
is  not  being  sold  or  used  and  this  lease  is  not  then  being  maintained  by  production,  operations  or  otherwise,  this  lease  shall  not  terminate,  (unless  released  by  the  Lessee),  and  it 
shall  nevertheless  be  considered  that  oil  and/or  gas  is  being  produced  from  leased  premises  within  the  meaning  of  Paragraph  2  herein.  However,  in  this  event.  Lessee  shall  pay 
or  tender  as  shut-in  royalty  to  Lessor,  a  sum  determined  by  multiplying  one  dollar  ($1.00)  per  acre  for  each  acre  then  covered  by  this  lease,  provided  however,  in  the  event  said 
well  is  located  on  a  unit  comprised  of  all  or  a  portion  of  leased  premises  and  other  land  or  leases  a  sum  determined  by  multiplying  one  dollar  ($1.00)  per  acre  for  each  acre  of 
leased  premises  included  in  such  unit  on  which  said  shut-in  well  is  located.  Such  shut-in  royalty  payment  shall  be  due  on  or  before  the  expiration  of  ninety  (90)  days  after  (a)  the 
expiration  of  the  primary  term,  or  (b)  the  date  of  completion  of  such  well,  or  (c)  the  date  on  which  oil  or  gas  ceases  to  be  sold  or  used,  or  (d)  the  date  this  lease  is  included  in  a  unit 
on  which  a  well  has  been  previously  completed  and  shut-in  or  (e)  the  date  the  lease  ceases  to  be  otherwise  maintained,  whichever  be  the  later  date.  It  is  understood  and  agreed 
that  no  shut-in  royalty  payments  shall  be  due  during  the  primary  term.  In  like  manner  and  upon  like  payments  or  tenders  on  or  before  the  next  ensuing  anniversary  of  the  due  date 
for  said  payment,  the  Lessee  shall  continue  to  pay  such  shut-in  royalty  for  successive  periods  of  one  (1)  year  each  until  such  time  as  this  lease  is  maintained  by  production  or 
operations.  However,  if  actual  production  commences  within  the  applicable  90  day  period,  a  shut-in  royalty  payment  shall  not  be  required  or,  if  a  shut-in  royalty  payment  is 
tendered,  no  additional  shut-in  payment  will  be  due  until  the  next  ensuing  anniversary  of  the  due  date  for  said  tendered  payment  regardless  of  how  many  times  actual  production 
may  be  commenced  and  shut-in  during  such  one  (1)  year  period.  Lessee's  failure  to  pay  or  tender  or  to  properly  or  timely  pay  or  tender  any  such  sum  as  shut-in  royalty  shall 
render  Lessee  liable  for  the  amount  due  but  it  shall  not  operate  to  terminate  this  lease.  Lessee  agrees  to  use  reasonable  diligence  to  produce,  utilize  or  market  the  minerals 
capable  of  being  produced  from  said  wells,  but  in  the  exercise  of  such  diligence,  Lessee  shall  not  be  obligated  to  install  or  furnish  facilities,  other  than  well  facilities  and  ordinary 
lease  facilities  of  flowline,  separator,  and  lease  tank,  and  shall  not  be  required  to  settle  labor  trouble  or  to  market  gas  upon  terms  unacceptable  to  Lessee.  If  at  any  time  Lessee 
pays  or  tenders  royalty  or  shut-in  royalty  as  hereinabove  provided,  two  (2)  or  more  parties  are,  or  claim  to  be,  entitled  to  receive  same,  Lessee  may,  in  lieu  of  any  other  method  of 
payment  herein  provided,  pay  or  tender  such  royalty  or  shut-in  royalty,  in  the  manner  above  specified,  either  jointly  to  such  parties  or  separately  to  each  in  accordance  with  their 
respective  ownerships  thereof,  as  Lessee  may  elect.  Payments  to  Lessor  under  this  lease  shall  be  made  to  the  address  of  Lessor  listed  above. 

4.  Operations.  If,  at  or  after  expiration  of  the  primary  term,  this  lease  is  not  otherwise  being  maintained  but  Lessee  is  then  engaged  in  drilling,  reworking  or  other  operations 
calculated  to  obtain  or  restore  production  from  the  leased  premises,  or  lands  pooled  therewith,  this  tease  shall  remain  in  effect  so  long  as  such  operations  are  conducted  with  no 
cessation  of  more  than  90  consecutive  days  and.  if  such  operations  result  in  the  production  of  a  covered  mineral,  as  long  thereafter  as  there  is  production  from  the  leased 
premises.  If,  after  expiration  of  the  primary  term.  Lessee  drills  a  dry  hole  on  the  leased  premises  or  if  ail  production  of  covered  minerals  should  permanently  cease  from  any  cause 
either  voluntary  or  involuntary  (and  if  this  lease  is  not  otherwise  being  maintained),  this  lease  shall  remain  in  effect  if  Lessee  commences  drilling,  reworking  or  other  operations  on 
the  leased  premises  within  90  days  thereafter.  After  production  has  been  established  on  the  leased  premises,  Lessee  shall  drill  such  additional  wells  as  a  reasonably  prudent 
operator  would  drill  under  the  same  or  similar  circumstances  to  (a)  develop  the  leased  premises  as  to  formations  then  capable  of  producing  in  paying  quantities  on  the  leased 
premises  or  (b)  protect  the  leased  premises  from  uncompensated  drainage  by  a  well  producing  a  covered  mineral  in  paying  quantities  located  within  330  feet  of  and  draining  the 
leased  premises.  There  shall  be  no  covenant  to  drill  exploratory  wells  or  any  additional  wells  except  as  expressly  provided  heroin. 

5.  Pooling.  Lessee  shall  have  the  continuing  recurring  right,  but  not  the  obligation,  to  pool  all  or  any  part  of  die  leased  premises  or  interest  therein  with  any  other  lands, 
leases  or  interests,  as  to  any  or  all  depths  or  zones,  and  as  to  any  or  all  covered  minerals,  either  before  or  after  the  commencement  of  production,  whenever  Lessee  deems  it 
necessary  or  proper  to  do  so  in  order  to  prudently  explore,  develop  or  operate  the  leased  premises,  whether  or  not  similar  pooling  authority  exists  with  respect  to  such  other  lands, 
leases  or  interests.  A  unit  formed  by  such  pooling  for  an  oil  well  which  is  not  a  horizontal  completion  shall  not  exceed  80  acres  plus  a  maximum  acreage  tolerance  of  10%,  and  for 
an  oil  well  which  is  a  horizontal  completion  or  a  gas  well  shall  not  exceed  640  acres  plus  a  maximum  acreage  tolerance  of  10%;  and  for  an  oil  well  which  is  a  horizontal 
completion  or  a  gas  well  shall  not  exceed  640  acres  plus  a  maximum  acreage  tolerance  of  10%;  provided  that  larger  units  may  be  formed  for  an  oil  well  or  gas  well,  whether  or 
not  horizontally  completed,  in  order  to  conform  to  any  well  spacing  or  density  pattern  permitted  by  any  governmental  authority  having  jurisdiction  over  such  matters.  The  terms 
"oil  well"  and  "gas  weir  shall  have  the  meanings  prescribed  by  applicable  law  or  by  regulations  of  the  governmental  authority  which  has  jurisdiction  over  such  matters.  The  term 
"horizontal  completion"  shall  mean  an  oil  well  or  a  gas  well  in  which  the  horizontal  component  of  the  gross  completion  interval  exceeds  100  feet  in  length.  Lessee  may  pool  or 
combine  the  leased  premises  or  any  portions  thereof,  as  above  provided  as  to  oil  in  any  one  or  more  strata  and  as  to  gas  in  any  one  or  more  strata.  Units  formed  by  pooling  as  to 
any  stratum  or  strata  need  not  conform  in  size  or  area  with  units  formed  as  to  any  other  stratum  or  strata,  and  oil  units  need  not  conform  as  to  area  with  gas  units.  To  exercise  its 
pooling  rights  hereunder,  Lessee  shall  file  of  record  a  written  declaration  describing  the  unit,  and  the  effective  date  of  pooling  shall  be  the  date  of  filing  unless  provided  otherwise  in 
such  declaration.  Lessee  wholly  at  its  option  may  exercise  its  authority  to  pool  either  before  or  after  commencing  operations  for  or  completing  an  oil  or  gas  well  on  lands  lying 
within  a  unit  and  any  unit  may  include,  but  is  not  required  to  include,  lands  or  leases  upon  which  a  well  producing  or  capable  of  producing  oil  or  gas  in  paying  quantities  has 
theretofore  been  completed,  or  upon  which  operations  have  theretofore  been  commenced.  Production,  drilling  or  reworking  operations  anywhere  on  a  unit  which  includes  all  or 
any  part  of  the  leased  premises,  regardless  of  whether  such  production  was  secured  or  such  drilling  or  reworking  operations  were  commenced  before  or  after  the  execution  of  this 
lease  or  the  instrument  designating  the  pooled  unit,  shall  be  treated  for  all  purposes  (except  the  payment  of  royalties  on  production  from  the  pooled  unit)  as  if  there  were 
production,  drilling  or  reworking  operations  on  the  leased  premises  and  references  herein  to  production  from  or  operations  on  the  leased  premises  shall  be  deemed  to  include 
production  from  or  operations  on  any  portion  of  such  pooled  unit;  provided  that  if  after  creation  of  a  pooled  unit  a  well  is  drilled  on  land  within  the  unit  area  (other  than  the  leased 
premises)  which  well  is  not  classified  as  the  type  of  well  for  which  the  unit  was  created  (oil,  gas  or  other  minerals  as  the  case  may  be),  such  well  shall  be  considered  a  dry  hole  for 
purposes  of  applying  the  additional  drilling  and  reworking  provisions  hereof.  If  a  gas  well  on  a  gas  unit,  which  includes  all  or  a  portion  of  the  leased  premises,  is  reclassified  as  an 
oil  well,  with  respect  to  all  lands  which  are  included  within  the  unit  (other  than  the  lands  on  which  the  well  is  located),  the  date  of  such  reclassification  shall  be  considered  as  the 
date  of  cessation  of  production  for  purposes  of  applying  the  provisions  of  this  (ease  covering  additional  drilling  and  reworking.  The  production  on  which  Lessor's  royalty  is 
calculated  shall  be  that  proportion  of  the  total  unit  production  which  the  net  acreage  covered  by  this  lease  and  included  in  the  unit  bears  to  the  total  gross  acreage  in  the  unit,  but 
only  to  the  extent  thai  such  proportion  of  unit  production  is  sold  by  Lessee.  Pooling  in  one  or  more  instances  shall  not  exhaust  Lessee's  pooling  rights  hereunder,  and  Lessee 
shall,  without  the  joinder  of  Lessor,  have  the  recurring  right  but  not  the  obligation  to  revise  any  unit  formed  hereunder  by  expansion  or  contraction  or  both,  either  before  or  after 
commencement  of  production,  in  order  to  conform  to  the  well  spacing  or  density  pattern  permitted  by  the  governmental  authority  having  jurisdiction,  or  to  conform  to  any 
productive  acreage  determination  made  by  such  governmental  authority,  or  court  order,  or  when  to  do  so  would,  in  the  judgment  of  the  Lessee,  promote  the  conservation  ot 
covered  minerals  in  and  under  and  that  may  be  produced  from  the  leased  premises.  In  making  such  a  revision.  Lessee  shall  file  of  record  a  written  declaration  describing  the 
revised  unit  and  the  effective  date  of  the  revision  shall  be  the  date  of  filing  unless  provided  otherwise  in  such  declaration.  To  the  extent  any  portion  of  the  leased  premises  is 
included  in  or  excluded  from  the  unit  by  virtue  of  such  revision,  the  proportion  of  unit  production  on  which  royalties  are  payable  hereunder  shall  thereafter  be  adjusted  accordingly, 
and  such  adjustment  shall  be  made  effective  as  of  the  date  of  the  revision.  Lessee  may  at  any  time  dissolve  any  unit  formed  hereunder  by  filing  a  written  declaration  describing 
the  unit,  and  the  effective  date  of  dissolution  shall  be  the  date  of  filing  unless  provided  otherwise  in  such  declaration.  If  this  lease  now  or  hereafter  covers  separate  tracts,  no 
pooling  or  unitization  of  royalty  interests  as  between  any  such  separate  tracts  is  intended  or  shall  be  implied  or  result  from  the  inclusion  of  such  separate  tracts  within  the  lease  but 


Prod  88  (Rev.  8/93) 
Paid  Up 


Lessee  shall  nevertheless  have  the  right  to  pool  or  unitize  as  provided  In  this  paragraph  with  consequent  allocation  of  the  production  as  herein  provided.  Furthermore,  the  inclusion 
or  two  or  more  separate  tracts  within  the  description  of  this  lease  shall  not  be  construed  as  an  offer  by  Lessor  or  Lessee  to  pool  the  royalty  interest  among  the  royalty  owners  of  the 
separate  tracts.  As  used  herein  the  words  "separate  tract"  mean  any  tract  with  royalty  ownership  differing,  now  or  hereafter,  either  as  to  parties  or  amounts,  from  that  as  to  any 
other  part  of  the  leased  premises.  Pooling  hereunder  shall  not  constitute  a  cross-conveyance  of  interests. 

6.  Ancillary  Rights.  In  exploring  for,  developing,  producing  and  marketing  oil,  gas  and  other  substances  covered  hereby  on  the  leased  premises,  in  primary  or  enhanced 
recovery,  Lessor  hereby  grants  and  conveys  to  Lessee  the  right  of  ingress  and  egress  along  with  the  right  to  conduct  such  operations  on  the  leased  premises  as  may  be 
reasonably  necessary  for  such  purposes,  including  but  not  limited  to  geophysical  operations,  the  drilling  of  wells,  and  the  construction  and  use  of  roads,  canals,  pipelines,  tanks, 
water  wells,  disposal  wells,  injection  wells,  pits,  electric  and  telephone  lines,  power  stations,  and  other  facilities  deemed  necessary  by  Lessee  to  discover,  produce,  store,  treat  and 
transport  production.  In  exploring,  developing,  producing  or  marketing  from  the  leased  premises,  the  ancillary  rights  granted  herein  shall  apply  (a)  to  the  entire  leased  premises 
described  in  Paragraph  1  above,  notwithstanding  any  partial  release  or  other  partial  termination  of  this  lease;  and  (b)  to  any  other  lands  in  which  Lessor  now  or  hereafter  has 
authority  to  grant  such  rights  in  the  vicinity  of  the  leased  premises.  No  surface  location  for  a  well  shall  be  located  less  than  200  feet  from  any  house  or  bam  now  on  the  leased 
premises  or  other  lands  used  by  Lessee  hereunder  without  Lessor's  consent,  and  Lessee  shall  pay  for  actual  damage  caused  by  its  operations  to  buildings  and  other 
improvements  now  on  the  leased  premises,  or  such  other  lands,  and  to  the  commercial  timber  and  growing  crops  thereon.  Lessee  shall  have  the  right  at  any  time  to  remove  its 
fixtures,  equipment  and  materials,  including  well  casing,  from  the  leased  premises  or  such  other  lands  during  the  term  of  this  lease  or  within  180  days  following  the  expiration 
thereof.  As  a  result  of  land  development  in  the  vicinity  of  the  leased  premesis,  governmental  rules  or  ordinances  regarding  well  sites,  and/or  surface  restrictions  as  may  be  set 
forth  in  this  lease  and/or  other  leases  in  the  vicinity,  surface  locations  for  well  sites  in  the  vicinity  may  be  limited  and  Lessee  may  encounter  difficulty  securing  surface  locations) 
for  drilling,  reworking  or  other  operations.  Therefore,  since  drilling,  reworking  or  other  operations  are  either  restricted  or  not  allowed  on  the  leased  premises  or  other  leases  in  the 
vicinity,  it  is  agreed  that  any  such  operations  conducted  at  a  surface  location  off  of  the  lease  premises  or  off  of  lands  with  which  the  lease  premises  are  pooled  in  accordance  with 
this  lease,  provided  that  such  operations  are  associated  with  a  directional  well  for  the  purpose  of  drilling,  reworking,  producing  or  other  operations  under  the  leased  premises  or 
lands  pooled  therewith,  shall  for  purposes  of  this  lease  be  deemed  operations  conducted  on  the  lease  premises.  Nothing  contained  in  this  paragraph  is  intended  to  modify  any 
surface  restictions  or  pooling  provisions  or  restrictions  contained  in  this  lease,  except  as  expressly  stated. 

7.  Ownership  Changes.  The  interest  of  either  Lessor  or  Lessee  hereunder  may  be  assigned,  devised  or  otherwise  transferred  in  whole  or  in  part,  by  area  or  by  depth  or 
zone,  and  the  rights  and  obligations  of  the  parties  hereunder  shall  extend  to  their  respective  heirs,  devisees,  executors,  administrators,  successors  and  assigns.  No  change  in 
Lessor's  ownership  shall  have  the  effect  of  reducing  the  rights  or  enlarging  the  obligations  of  Lessee  hereunder,  and  no  change  in  ownership  shall  be  binding  on  Lessee  until  60 
days  after  Lessee  has  been  furnished  the  original  or  certified  or  duty  authenticated  copies  of  the  documents  establishing  such  change  of  ownership  to  the  satisfaction  of  the 
Lessee.  In  the  event  of  the  death  of  any  person  entitled  to  shut-in  royalties  hereunder,  Lessee  may  pay  or  tender  such  shut-in  royalties  to  the  credit  of  decedent  or  decedent's 
estate.  If  at  any  time  two  or  more  persons  are  entitled  to  shut-in  royalties  hereunder.  Lessee  may  pay  or  tender  such  shut-in  royalties  to  such  persons,  either  jointly  or  separately, 
in  proportion  to  the  interest  which  each  owns.  If  Lessee  transfers  its  interest  hereunder  in  whole  or  in  part,  Lessee  shall  be  relieved  of  all  obligations  thereafter  arising  with  respect 
to  transferred  interest,  and  failure  of  the  transferee  to  satisfy  such  obligations  with  respect  to  the  transferred  interest  shall  not  affect  the  rights  of  Lessee  with  respect  to  any  interest 
not  so  transferred.  If  Lessee  transfers  a  full  or  undivided  interest  in  all  or  any  portion  of  the  area  covered  by  this  lease,  the  obligation  to  pay  or  tender  shut-in  royalties  hereunder 
shall  be  divided  between  Lessee  and  the  transferee  in  proportion  to  the  net  acreage  interest  in  this  lease  then  held  by  each. 

8-  Warranty  of  Title.  Lessor  hereby  warrants  and  agrees  to  defend  title  to  the  interest  conveyed  to  Lessee  hereunder.  Lessee,  at  its  option,  may  pay  or  discharge  any  tax, 
mortgage  or  lien  existing  against  the  leased  premises  and,  in  the  event  that  it  does  so,  Lessee  shall  be  subrogated  to  the  rights  of  the  party  to  whom  payment  is  made  and,  in 
addition  to  its  other  rights,  may  reimburse  itself  out  of  any  royalties  or  shut-in  royalties  otherwise  payable  to  Lessor  hereunder.  If  Lessor  owns  less  than  the  full  mineral  estate  in  all 
or  any  part  of  the  leased  premises,  payment  of  royalties  and  shut-in  royalties  hereunder  shall  be  reduced  proportionately  to  the  amount  that  Lessor's  interest  in  the  leased 
premises  bears  to  the  entire  mineral  estate  in  the  leased  premises. 

9.  Release  of  Lease.  Lessee  may,  at  any  time  and  from  time  to  time,  deliver  to  the  Lessor  or  file  of  record  a  written  release  of  this  Lease  as  to  a  full  or  undivided  interest  in 
all  or  any  portion  of  the  leased  premises  or  any  depths  or  zones  thereunder,  and  shall  thereafter  be  relieved  of  all  obligations  thereafter  arising  with  respect  to  the  interest  so 
released.  If  Lessee  releases  all  or  an  undivided  interest  in  less  than  all  of  the  area  covered  hereby,  Lessee's  obligation  to  pay  or  tender  shut-in  royalties  shall  be  proportionately 
reduced  in  accordance  with  the  net  acreage  interest  retained  hereunder. 

10.  Regulation  and  Delay.  Lessee's  obligations  under  this  lease,  whether  express  or  implied,  shall  be  subject  to  all  applicable  laws,  rules,  regulations  and  orders  of  any 
governmental  authority  having  jurisdiction,  including  restrictions  on  the  drilling  and  production  of  wells.  Nothwithstanding  the  provisions  of  paragraph  2  above,  when  drilling, 
reworking,  production  or  other  operations  are  prevented  or  delayed  by  such  laws,  rules,  regulations  or  orders,  or  by  inability  to  obtain  necessary  permits,  equipment,  services, 
material,  water,  electricity,  fuel,  access  or  easements,  or  by  fire,  flood,  adverse  weather  conditions,  war,  sabotage,  rebellion,  insurrection,  riot,  strike  or  labor  disputes,  or  by 
inability  to  obtain  a  satisfactory  market  for  production  or  failure  of  purchasers  or  earners  to  take  or  transport  such  production,  or  by  any  other  cause  not  reasonably  within  Lessee's 
control  (commonly  referred  to  as  "force  majeure")  mis  lease  shall  not  terminate  because  of  such  prevention  or  delay,  and  at  Lessee's  option,  the  period  of  such  prevention  or  delay 
shall  be  added  to  the  term  hereof.  Lessee  shall  not  be  liable  for  breach  of  any  provisions  or  implied  covenants  of  this  lease  when  drilling,  production  or  other  operations  are  so 
prevented  or  delayed. 

11  •  Breach  or  Default.  An  alleged  breach  or  default  by  Lessee  of  any  obligation  hereunder  or  the  failure  of  Lessee  to  satisfy  any  condition  or  limitation  contained  herein 
shall  not  work  as  a  forfeiture  or  termination  of  this  lease  nor  cause  a  termination  or  reversion  of  the  estate  created  hereby  nor  be  grounds  for  cancellation  hereof  in  whole  or  in  part, 
and  no  litigation  shall  be  initiated  by  Lessor  with  respect  to  any  alleged  breach  or  default  by  Lessee  hereunder,  for  a  period  of  at  least  ninety  (90)  days  after  Lessor  has  given 
Lessee  written  notice  fully  describing  the  breach  or  default,  and  then  only  if  Lessee  fails  to  remedy  or  commence  to  remedy  the  breach  or  default  within  such  period.  In  the  event 
the  matter  is  litigated  and  there  is  a  final  judicial  determination  that  a  breach  or  default  has  occurred,  this  lease  shall  not  be  forfeited  or  canceled  in  whole  or  in  part  unless  the 
Lessee  is  given  a  reasonable  time  after  said  judicial  determination  to  remedy  the  breach  or  default  and  Lessee  fails  to  do  so.  Nothing  in  this  instrument  or  in  the  relationship 
created  hereby  shall  be  construed  to  establish  a  fiduciary  relationship,  a  relationship  of  trust  or  confidence  or  a  principle  -  agent  relationship  between  Lessor  and  Lessee  for  any 
purpose. 


1 2.  Right  of  First  Refusal.  In  the  event  Lessor,  during  the  primary  term  of  this  lease,  receives  a  bona  fide  offer  which  Lessor  is  willing  to  accept  from  any  party  offering  to 
purchase,  from  Lessor,  a  new  lease  covering  any  or  all  of  the  substances  covered  by  this  lease  and  covering  all  or  a  portion  of  the  leased  premises,  with  the  new  lease  becoming 
effective  upon  expiration  of  this  lease,  Lessor  agrees  to  notify  Lessee  in  writng  of  said  offer  immediately,  including  in  the  notice  the  name  and  address  of  the  offeror,  the  price 
offered  and  all  other  pertinent  terms  and  conditions  of  the  offer.  Lessee,  for  a  period  of  twenty  (20)  days  after  Lessee's  receipt  of  the  notice  shall  have  the  prior  and  preferred  right 
and  option  to  purchase  a  new  lease,  or  part  thereof,  or  interest  therein,  covered  by  the  offer  at  the  price  and  according  to  the  terms  and  conditions  specified  in  the  offer. 

IN  WITNESS  WHEREOF,  this  lease  is  executed  effective  the  date  first  above  written  ,  and  upon  execution  shall  be  binding  upon  the  signatory  party  whether  or  not  the  lease 
has  been  executed  by  all  parties  named  herein  as  Lessor. 


LESSOR: 


ANTHONY  Rf  BARRON 


MARG 


ACKNOWLEDGMENT 

STATE  OF  TEXAS 

COUNTY  OF  TARRANT 

This  instrument  was 


acknowledged  before  me  this     /  f^.  day 


of  May,  2008,  by 


ftotary  Public,  State  of  Texas 


itkins. 


5™rl  m  TEXAS 


Range  Resources  Corporation 
100  Throckmorton  St,  Ste.  1200 
Fort  Worth,  TX  761 02 


RANGE  RESOURCES  CORPORATION 
100  THROCKMORTON  ST  STE  1200 


FT  WORTH  TX  76102 

Submitter:  CWC  ENERGY  INC 


SUZANNE  HENDERSON 
TARRANT  COUNTY  CLERK 
TARRANT  COUNTY  COURTHOUSE 

100  WEST  WEATHERFORD 
FORT  WORTH,  TX  76196-0401 

DO  NOT  DESTROY 
WARN/NG  -  THIS  IS  PART  OF  THE  OFFICIAL  RECORD. 


$20.00 


D208285943 


ANY  PROVISION  WHICH  RESTRICTS  THE  SALE,  RENTAL  OR  USE 
OF  THE  DESCRIBED  REAL  PROPERTY  BECAUSE  OF  COLOR  OR 
RACE  IS  INVALID  AND  UNENFORCEABLE  UNDER  FEDERAL  LAW. 


Printed  by:  MC